insidertrading.pdf

7/27/2019 InsiderTrading.pdf

1/9

NOBLE CORPORATION

POLICY ON TRADING IN COMPANY STOCK

INTRODUCTION

The following Noble Corporation Policy on Trading in Company Stock (the Policy) has

been adopted by the Board of Directors of Noble Corporation (the Company). Violation of the

insider trading prohibitions under the United States securities laws triggers strict sanctions. A

violator is liable for any profit made or loss avoided, treble damages are available as a penalty, and

criminal prosecution may also be sought by federal authorities.

YOU SHOULD READ THE POLICY CAREFULLY AND IN ITS ENTIRETY. As described in

the Policy, its basic coverage applies to all directors, officers, employees, and agents of the

Company and the Addendum (the Addendum) to the Policy applies to the directors and officers of

Noble Corporation and certain designated employees and consultants. The Company will notify you

in writing if you are subject to the Addendum.

The persons listed in Schedule I attached to the Addendum, in addition to being subject

generally to the Addendum, are subject to the pre-clearance procedures described in the Addendum.

The Covered Persons (as defined in the Addendum) may not engage in any transaction involving the

purchase orsale of Ordinary Shares or other securities of the Company without first obtaining pre-

clearance of the transaction from the Companys Pre-clearance Officer (as defined in the

Addendum) in accordance with the procedures of the Policy. The Pre-Clearance Approval Form set

f th i di t l f ll i th P li h ld b d f th f bt i i h


2/9

NOBLE CORPORATION


Coverage: This policy applies to the directors, officers, employees and agents of Noble

Corporation (Noble, or, together with its consolidated subsidiaries, unless the

context otherwise requires, the Company) and is intended to facilitate compliance

by such insiders with laws relating to insider trading.

Scope: This policy relates to any purchase or sale of the Ordinary Shares of Noble(Company Stock). This policy would also relate to any other securities of the

Company that are sold to the public. However, the policy does not relate to direct

(as opposed to cashless) exercises of options to purchase Company Stock (i.e.,

share purchases pursuant to the exercise of Company stock options where no sale of

the underlying shares is involved). This policy does relate to any sale of shares of

Company Stock purchased pursuant to an option, and also relates to acquisitions or

dispositions of Company Stock made within any of the Companys deferred

compensation plans when such transactions are made at the discretion of a personthat is subject to this policy.

Rules: 1) When Trading Is Not Permitted. Under United States federal securities laws

and under this policy, when you possess any material information about the

Company or its operations that has not been publicly disclosed, you, together

with your spouse, minor children or other adults living in your household,

may not (i) buy or sell Company Stock or other securities of the Company

(other than pursuant to a Rule 10b5-1 plan as discussed below) or (ii)pass on

such information to others. Information is material if a reasonable investor

would deem it to be important in making a decision regarding the purchase or

sale of the securities. Financial data generally will be material if it shows a

positive or a negative trend or change in the Companys financial

performance that was not evident in previously disclosed financial data.

Obviously, one is less likely to possess material undisclosed information of a

financial nature during the first part of any quarter, in other words, soon afterfinancial statements for the prior quarter have been published. Conversely,

one is more likely to have material undisclosed financial data toward the end

of any quarter, and trading in the Company Stock or other securities of the

Company is therefore more risky at that time.


3/9

The United States Securities and Exchange Commission has adopted Rule

10b5-1, which creates an affirmative defense to insider trading liability that is

designed to cover situations in which an insider can demonstrate thatmaterial, nonpublic information was not a factor in such persons trading

decision that is, that the trade was not made on the basis of material,

nonpublic information. The affirmative defense is available to a person

purchasing or selling Company Stock or other securities of the Company

while aware of material, nonpublic information if, before becoming aware of

the information, the person has adopted a written plan for trading Nobles

securities. Officers, directors and employees (or any person related to an

officer, director or employee) of Noble may enter into such a Rule 10b5-1

sales or purchase plan if they so desire, subject to the restrictions discussed in

this policy.

In addition to the foregoing restrictions, directors, officers and certain

other employees and agents of the Company as may be designated from

time to time by Nobles Chairman of the Board, President and Chief

Executive Officer are subject to an Addendum to Policy on Trading inCompany Stock (the Addendum). The Company will notify you in writing

if you are subject to the Addendum. The Addendum generally prohibits

persons covered by it from trading in Company Stock and other securities of

the Company during quarterly blackout periods and during certain situation-

specific blackouts. Certain persons covered by the Addendum also must pre-

clear all transactions in Company Stock and other securities of the Company

as described in the Addendum.

If you have any questions about whether you are permitted to trade in the

Company Stock at any particular time, you should contact Julie J. Robertson,

Nobles Executive Vice President and Corporate Secretary, who has been

designated as our compliance officer for purposes of this policy (or her

successor).

2) No Short Sales, Etc. You should not make any short sales of the CompanyStock or other publicly traded securities of the Company, purchase the

Company Stock or such other securities on margin, or buy or sell puts or calls

relating to the Company Stock or such other securities. You should not place

limit orders for Company Stock or such other securities that remain effective

after the day on which they are placed (such as good until cancelled orders).


4/9

the Company, should not buy or sell the Company Stock or other securities of

the Company.

4) Additional Rules for Section 16 Insiders. In addition to the general rulesset forth above, directors, executive officers and more than 10 percent

stockholders (collectively, Statutory Insiders) of public companies are

subject to certain additional rules governing their transactions in their

companys stock. Section 16 of the United States Securities Exchange Act of

1934 prohibits Statutory Insiders of the Company from buying any Company

Stock within six months before or after a sale, or selling any Company Stock

within six months before or after a purchase. Although Section 16 is

designed to prevent the abuse of inside information, it is an absolute rule, and

it applies whether or notthe Statutory Insider actually possesses any material

undisclosed information. Additionally, Statutory Insiders of the Company are

required to report their ownership and transactions in the Company Stock to

the United States Securities and Exchange Commission on certain forms

(Form 3, Form 4 and Form 5). Note that most transactions in Company Stock

by Statutory Insiders of the Company must be reported within two businessdays after the date the transaction occurs. Statutory Insiders should contact

Julie J. Robertson, who has been designated as our Section 16 compliance

officer (or her successor), before they engage in any transaction (including

establishing a Rule 10b5-1 plan), so that the information necessary to prepare

these forms may be obtained and it can be determined if there is any reason

why the Statutory Insider should not be trading in the Company Stock or

other securities of the Company.

5) Rule 10b5-1 Plans. As discussed above, any officer, director or employee (orany person related to an officer, director or employee) of Noble may enter

into a Rule 10b5-1 sales or purchase plan if they so desire. Note, however,

that the compliance of any Rule 10b5-1 plan with the applicable rules of the

United States Securities and Exchange Commission is the responsibility of

the person entering into such a plan. You are advised to seek your own

counsel if you choose to enter into a Rule 10b5-1 plan. In addition, it isNobles policy that all Rule 10b5-1 plans shall be submitted to Noble for

review prior to their implementation and should be implemented only at a

time that is not within a blackout or other situation-specific restricted trading

period, and when you otherwise could trade Nobles securities.


5/9

NOBLE CORPORATION

ADDENDUM TO


Coverage: This Addendum to Policy on Trading in Company Stock (this Addendum) applies

to the directors and officers of Noble Corporation (Noble, or, together with its

consolidated subsidiaries, unless the context otherwise requires, the Company) and

certain employees and consultants of the Company as may be designated from time to

time by Nobles Chairman of the Board, President and Chief Executive Officer.

As set forth in the Companys Policy on Trading in Company Stock, the Companywill notify you in writing if you are subject to this Addendum.

This Addendum is in addition to and supplements the Companys Policy on Trading

in Company Stock and is intended to facilitate compliance by the persons subject to

this Addendum with laws relating to insider trading.

Blackout

Procedures: All persons subject to this Addendum are subject to the following blackout periods:

Quarterly blackout periods. The persons subject to this Addendum mustrefrain from engaging in transactions involving the purchase or sale of

Company Stock or other securities of the Company (including the adoption of

Rule 10b5-1 plans) commencing on the first day of the month following the

end of each fiscal quarter and extending until one full trading day has elapsed

after the day on which Nobles quarterly or annual earnings for the applicable

period are released. A blackout period will, therefore, begin on each

January 1, April 1, July 1 and October 1, and would end on the next trading

day after one full trading day has elapsed after earnings have been released in

respect of the prior quarter (and year, in the case of the blackout period

beginning each January 1). If earnings are released before the market opens

on a Thursday, the blackout period will extend through that day and

transactions could again occur on Friday. If earnings are released after the

market opens on a Thursday, the blackout period will extend through thatday and the next and transactions could again occur on Monday.

Additional restrictions in specific circumstances. From time to time, Noblemay recommend, or require, that persons subject to this Addendum refrain

from trading because of developments known to Noble and not yet disclosed


6/9

securities of the Company may be made during blackout and other situation-

specific restricted trading periods if made pursuant to a Rule 10b5-1 plan, so

long as the adoption of the plan

o did not occur within a blackout or other situation-specific restrictedtrading period;

o occurred when the adopting person otherwise could trade in Noblessecurities; and

o was pre-cleared in accordance with the procedures described below, ifthe adopting person was a person subject to such pre-clearance

procedures at the time of adoption of the plan.

Please note, that the existence of blackout periods and situation-specific trading

restrictions should notbe considered a safe harbor for trading during other periods,

and all directors, officers and other employees should use good judgment at all times,

regardless of whether their transactions may be pre-cleared in accordance with the

procedures below. For example, occasions may arise when individuals covered by

this Addendum become aware prior to the end of a quarter that earnings for that

quarter are likely to exceed, or fall below, market expectations to an extent that is

material. In such a case, those individuals should refrain from trading (and/orseeking pre-clearance, if the pre-clearance procedures described below are applicable

to the individual) even prior to the commencement of the regular quarterly blackout

period.

If you have any questions about whether you are permitted to trade in the Company

Stock at any particular time, you should contact Julie J. Robertson, Nobles

Executive Vice President and Corporate Secretary, who has been designated as our

compliance officer (the Compliance Officer) for purposes of this policy andAddendum (or her successor), or Robert D. Campbell, Nobles Senior Vice President

and General Counsel.

Pre-clearance

Procedures: The Companys directors, officers subject to Section 16 of the United States

Securities Exchange Act of 1934 (Section 16 Officers) and the other persons listed

on the attached Schedule I (collectively, the Covered Persons) are subject to thepre-clearance procedures described below. Nobles Chairman of the Board, President

and Chief Executive Officer may from time to time change the individuals who are

subject to the pre-clearance procedures (other than directors and Section 16 Officers

of the Company) and Schedule I will be amended from time to time as necessary to

reflect such changes or the resignation or other change of status of any individual.


7/9

Covered Persons, together with their family members and other members of their

household, may not engage in any transaction involving the purchase or sale of

Company Stock or other securities of the Company without first obtaining pre-

clearance of the transaction from the Companys General Counsel, who has been

designated as our pre-clearance officer (the Pre-clearance Officer) for purposes ofthis policy and Addendum. A request for pre-clearance should be submitted to the

Pre-clearance Officer at least two business days in advance of the proposed

transaction. The Pre-clearance Officer is under no obligation to approve a transaction

submitted for pre-clearance, and may determine not to permit the transaction. The

Pre-clearance Officer may not engage in any transaction involving the purchase or

sale of Company Stock or other securities of the Company unless the Compliance

Officer has approved the transaction in accordance with the procedures set forth in

this policy and Addendum.

Notwithstanding the pre-clearance procedures in the preceding paragraph,transactions in Company Stock and other securities of the Company do not

need to be pre-cleared with the Pre-clearance Officer if made pursuant to a

Rule 10b5-1 plan adopted in compliance with the conditions described above

in this Addendum.


8/9

Schedule I

to Addendum

COVERED PERSONS

SUBJECT TO PRE-CLEARANCE PROCEDURES

Directors: Michael A. CawleyLawrence J. Chazen

Luke R. Corbett

Julie H. Edwards

Marc E. Leland

Jack E. Little

Mary P. Ricciardello

William A. Sears

David W. Williams

Section 16 Officers Julie J. Robertson

(exclusive of any Thomas L. Mitchell

director): Robert D. Campbell

Other Persons: Lee M. Ahlstrom

John S. BreedJ. Mark Burns

Scott Cruce

Cees van Diemen

Ross W. Gallup

William C. Hoffman

Ronald Hoope

Gene V. House

Larry D. HumesMichael N. Lamb

Roger E. Lewis

Mike M. Lowther

Dennis J. Lubojacky

Thomas M. Madden

Scott W. Marks

Michael W. NesmithPete Petry

Kevin D. Roche

James J. Ruehlen

Eelke S. Strikwerda

Davor S. Vukadin


9/9

UPDATED 041108

NOBLE CORPORATION


PRE-CLEARANCE APPROVAL FORM

NAME:TITLE:

ADDRESS:

CITY/STATE/ZIP:

TELEPHONE NUMBER:

(Transactions should be completed within

five (5) business days after the receipt of approval.)

The undersigned hereby acknowledges receipt of the Noble Corporation Policy

on Trading in Company Stock and certifies that he/she is not in possession of

material, nonpublic information relating to the Company.

__________________________________ Date: _________________

Signature

REQUIREDAPPROVAL

______________________________ Date: _______________

Designated Pre-Clearance Officer(Obtain the signature of the Companys General Counsel)

______________________________ Date: _______________

Alternate Pre-Clearance Officer

(In case of the unavailability of the General Counsel, obtain the signature of the

Companys Executive Vice President and Corporate Secretary)

I hereby request pre-clearance to make the following

transaction(s) related to securities of Noble Corporation:

STOCK PURCHASE/SALE (INCLUDING EXERCISE OF

OPTIONS) - EMPLOYEES (Other than directors and Section 16officers, who should use the form immediately below).

Please check option and enter number of ordinary shares.

PURCHASE

or other acquisition

(number of shares)

SALE

or other disposition

(number of shares)

a. Ordinary Shares

b. 401(k) Savings

Planc. 401(k)

Restoration Plan

STOCK PURCHASE/SALE DIRECTORS AND SECTION 16

OFFICERS

Please list all Noble Corporation holdings. This listing is intended to

facilitate your compliance in reporting changes in beneficial ownership

to the U.S. Securities and Exchange Commission.

Total Number of

Ordinary Shares

currently held:

PURCHASE

or other acquisition

(number of shares)

SALE

or other disposition

(number of shares)

a. Ordinary Shares

b. 401(k) Savings

Planc. 401(k)

Restoration Plan

d. Non-Employee

Director Equity

Compensation

Plan

e. Restricted

insidertrading.pdf

Documents